W

SEC source: 0001616707-20-000230 · wf-form4_160445366652057.xml · nonDerivative · entry 1

Netzer Thomas · CIK 0001783251 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,009

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000228 · wf-form4_160445349798114.xml · derivative · entry 7

Miller James R. · CIK 0001431244 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,750

Underlying: Class A Common Stock · 8,125 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F8 · derivative.exercise_date: These shares of Class A Common Stock are issuable upon vesting of a RSU. The RSU vests upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/8th of the shares on August 1, 2020 and as to an additional 1/8th of the shares for each 3-month period of continuous service thereafter.

F8 · derivative.expiration_date: These shares of Class A Common Stock are issuable upon vesting of a RSU. The RSU vests upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/8th of the shares on August 1, 2020 and as to an additional 1/8th of the shares for each 3-month period of continuous service thereafter.

SEC source: 0001616707-20-000228 · wf-form4_160445349798114.xml · nonDerivative · entry 1

Miller James R. · CIK 0001431244 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,433

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000211 · wf-form4_160374963358205.xml · nonDerivative · entry 2

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,530

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000211 · wf-form4_160374963358205.xml · nonDerivative · entry 1

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 97,280

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000226 · wf-form4_160445328750505.xml · nonDerivative · entry 2

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Indirect · By Revocable Trust

Disclosed balance after: 259,784

F1 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001616707-20-000226 · wf-form4_160445328750505.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · nonDerivative · entry 5

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 134,244

F5 · kind: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000207 · wf-form4_160315316045368.xml · nonDerivative · entry 4

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,677

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.34 to $301.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000207 · wf-form4_160315316045368.xml · nonDerivative · entry 3

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,468

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.04 to $300.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000207 · wf-form4_160315316045368.xml · nonDerivative · entry 2

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,700

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.90 to $298.95, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000205 · wf-form4_160315294815614.xml · nonDerivative · entry 4

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,030

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.97 to $301.89, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000205 · wf-form4_160315294815614.xml · nonDerivative · entry 3

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,656

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.88 to $300.78, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000205 · wf-form4_160315294815614.xml · nonDerivative · entry 2

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 102,981

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.80 to $299.73, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · nonDerivative · entry 4

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,083

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.38 to $301.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · nonDerivative · entry 3

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,874

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.04 to $300.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · nonDerivative · entry 2

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 136,106

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.90 to $298.95, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000207 · wf-form4_160315316045368.xml · derivative · entry 6

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,000

Underlying: Class A Common Stock · 3,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F6 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F6 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000207 · wf-form4_160315316045368.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000205 · wf-form4_160315294815614.xml · derivative · entry 5

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,750

Underlying: Class A Common Stock · 13,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F6 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F6 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000205 · wf-form4_160315294815614.xml · nonDerivative · entry 1

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,081

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · derivative · entry 6

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,000

Underlying: Class A Common Stock · 3,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

F7 · derivative.exercise_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

F7 · derivative.expiration_date: These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is satisfied as to 1/20th of the shares on April 15, 2018 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

SEC source: 0001616707-20-000209 · wf-form4_160315338427541.xml · nonDerivative · entry 1

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 136,406

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001493152-20-019392 · ownership.xml · nonDerivative · entry 5

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,383,700

F7 · price: This transaction was executed in multiple trades at prices ranging from $304.0000 to $310.6550. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001616707-20-000201 · wf-form4_160271269217425.xml · nonDerivative · entry 1

Shah Niraj · CIK 0001620093 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 6,109

F1 · kind: Represents the receipt of shares by SK Ventures LLC, of which the reporting person is a member, pursuant to pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F1 · ownership.nature: Represents the receipt of shares by SK Ventures LLC, of which the reporting person is a member, pursuant to pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

SEC source: 0001616707-20-000203 · wf-form4_160271276342286.xml · nonDerivative · entry 1

Conine Steven · CIK 0001620052 · Director · Co-Founder · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 6,109

F1 · kind: Represents the receipt of shares by SK Ventures LLC, of which the reporting person is a member, pursuant to pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F1 · ownership.nature: Represents the receipt of shares by SK Ventures LLC, of which the reporting person is a member, pursuant to pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

SEC source: 0001493152-20-019392 · ownership.xml · nonDerivative · entry 4

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,633,700

F6 · price: This transaction was executed in multiple trades at prices ranging from $293.9900 to $301.2050. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001616707-20-000199 · wf-form4_160262643552890.xml · nonDerivative · entry 2

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 133,406

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000199 · wf-form4_160262643552890.xml · nonDerivative · entry 1

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 141,767

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001493152-20-019392 · ownership.xml · nonDerivative · entry 3

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,927,193

F5 · price: This transaction was executed in multiple trades at prices ranging from $293.1250 to $299.0900. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001493152-20-019392 · ownership.xml · nonDerivative · entry 2

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,977,193

F4 · price: This transaction was executed in multiple trades at prices ranging from $292.0000 to $308.2550. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0000904454-20-000655 · edgar.xml · derivative · entry 5

Choe Michael W. · CIK 0001622174 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By CBEP Investments, LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 3,490,175 shares

Expires 2025-04-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.underlying_shares: The number of underlying shares was adjusted from the number previously reported to reflect an interest payment in kind and the settlement of fractional shares in cash, pursuant to the terms of the Notes.

F1 · ownership.nature: The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein.

SEC source: 0000904454-20-000655 · edgar.xml · nonDerivative · entry 4

Choe Michael W. · CIK 0001622174 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By trust

Disclosed balance after: 8,887

F3 · kind: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F3 · price: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F4 · ownership.nature: Shares held by the Choe Family 2014 Irrevocable Gifting Trust. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest, if any, therein.

SEC source: 0000904454-20-000655 · edgar.xml · nonDerivative · entry 3

Choe Michael W. · CIK 0001622174 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,359

F3 · kind: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F3 · price: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

SEC source: 0000904454-20-000655 · edgar.xml · nonDerivative · entry 2

Choe Michael W. · CIK 0001622174 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By CBEP Investments, LLC

Disclosed balance after: 0

F3 · kind: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F3 · price: Pro rata distribution of shares for no consideration by CBEP Investments, LLC to its members, pursuant to a sales plan adopted by CBEP Investments, LLC and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, and further distribution by its members and certain of their partners at no consideration to their respective beneficial owners.

F1 · ownership.nature: The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein.

SEC source: 0000904454-20-000655 · edgar.xml · nonDerivative · entry 1

Choe Michael W. · CIK 0001622174 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By CBEP Investments, LLC

Disclosed balance after: 3,490,175

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein.

SEC source: 0001493152-20-019392 · ownership.xml · nonDerivative · entry 1

Spruce House Partnership LLC · CIK 0001797827 · 10% owner

SPRUCE HOUSE PARTNERSHIP (AI) LP · CIK 0001389653 · 10% owner

Spruce House Partnership (QP) LP · CIK 0001797552 · 10% owner

Spruce House Capital LLC · CIK 0001472167 · 10% owner

Sternberg Zachary · CIK 0001679333 · 10% owner

Stein Benjamin Forester · CIK 0001679335 · 10% owner

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC · CIK 0001543170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,156,803

F3 · price: This transaction was executed in multiple trades at prices ranging from $303.9475 to $311.4050. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F1 · ownership.direct: The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager").

F2 · ownership.direct: The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

SEC source: 0001616707-20-000197 · wf-form4_160219443360961.xml · nonDerivative · entry 1

Miller James R. · CIK 0001431244 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,308

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000195 · wf-form4_160167705214664.xml · nonDerivative · entry 1

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Indirect · By Revocable Trust

Disclosed balance after: 258,107

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000193 · wf-form4_160081912773418.xml · nonDerivative · entry 1

Miller James R. · CIK 0001431244 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,808

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 10

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Indirect · By Revocable Trust

Disclosed balance after: 259,607

F6 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 9

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F6 · kind: Represents a transfer to a revocable trust. The reporting person is the trustee of the revocable trust.

SEC source: 0001616707-20-000187 · wf-form4_160038699181899.xml · nonDerivative · entry 11

Oblak Steve · CIK 0001620159 · Chief Merchandising Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 147,791

F8 · kind: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 8

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,709

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $273.35 to $274.08, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 7

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,870

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.21 to $273.07, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 6

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,570

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $270.80 to $271.58, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 5

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,252

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.29 to $269.16, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000189 · wf-form4_160038712778210.xml · nonDerivative · entry 4

Macri Edmond · CIK 0001620023 · Chief Product/Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,252

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

SEC source: 0001616707-20-000191 · wf-form4_160038729659942.xml · nonDerivative · entry 3

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,331

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.96 to $269.14, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

SEC source: 0001616707-20-000191 · wf-form4_160038729659942.xml · nonDerivative · entry 2

FLEISHER MICHAEL D · CIK 0001187596 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,533

F1 · kind: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does not represent a discretionary trade by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.32 to $267.55, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.